SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997.
Commission File Number 0-9455
ATLANTIC INDUSTRIES, INC.
----------------------------------------------
(Name of small business issuer in its charter)
Colorado 13-3045713
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
38 South Audley Street
Mayfair, London, England W1Y 5DH
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (011 44 171) 629-7617
Not Applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that registrant was required to file such reports), and (2)
has been subject to filing requirements for the past 90 days. Yes X No ___
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of November 11, 1997,
there were 192,996 shares of the issuer's $.01 par value common stock
outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ATLANTIC INDUSTRIES, INC.
BALANCE SHEET
September 30, 1997 and December 31, 1996
(unaudited)
September 30, December 31,
1997 1996
---- ----
ASSETS OF BUSINESS TRANSFERRED
UNDER CONTRACTUAL ARRANGEMENT
(net of valuation allowance) $ -- $ 3,320
========= =========
CURRENT LIABILITIES
Accounts Payable and accrued expenses $ 8,549 $ 20,561
Due to Shareholder 38,082 491
Liabilities of business transferred under
contractual arrangement -- 159,145
--------- ---------
TOTAL LIABILITIES 46,631 180,797
--------- ---------
SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value; authorized
10,000,000 shares; 0 shares issued and outstanding
Common stock $.01 par value; authorized
40,000,000 shares; 192,996 shares issued and
outstanding 1,930 1,930
Paid-in capital 17,598 (138,227)
Accumulated deficit (60,159) (40,580)
--------- ---------
Total shareholders' deficit (46,631) (176,877)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 0 $ 3,320
========= =========
See Notes to financial statements.
2
<PAGE>
<TABLE>
ATLANTIC INDUSTRIES, INC.
STATEMENT OF OPERATIONS
For the Three Months and Nine Months Ended June 30, 1997 and 1996
(unaudited)
<CAPTION>
Three Months ended Nine Months ended
September 30, September 30,
------------------- -----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ -- $ -- $ -- $ --
Operating costs (4,072) -- (25,579) --
--------- ---------- --------- ----------
Loss from continuing operations (4,072) -- (25,579) --
Other income (loss) -- -- -- --
--------- ---------- --------- ----------
Loss from continuing operations
before provision for income taxes (4,072) -- (25,579) --
Provision for income taxes -- -- -- --
--------- ---------- --------- ----------
NET LOSS (4,072) -- (25,579) --
========= ========== ========= ==========
Loss per share (cents) (0.02) -- (0.13) --
Average number of shares
outstanding 192,996 -- 192,996 --
========= ========== ========= ==========
Figures for period to September 30, 1996 are from inception on January 31, 1996.
See Notes to financial statements.
</TABLE>
3
<PAGE>
<TABLE>
ATLANTIC INDUSTRIES, INC.
STATEMENT OF CASH FLOWS
For the Three Months and Nine Months Ended June 30, 1997 and 1996
(unaudited)
<CAPTION>
Three Months Nine Months
ended Sept. 30, ended Sept. 30,
---------------- ----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(4,072) $ -- $(25,579) $ --
Adjustments to reconcile net loss to Net Cash
Provided by Operating Activities:
Change in Operating Assets and Liabilities:
Accounts Receivable and Other Debtors -- -- -- --
Increase/(Decrease) in Liabilities:
Accounts payable and Accrued Expenses (24,460) -- (12,012) --
-------- --------- -------- ---------
Total Adjustments (24,460) -- (12,012) --
-------- --------- -------- ---------
NET CASH - OPERATING ACTIVITIES (28,532) -- (37,591) --
FINANCING ACTIVITIES
New short-term loans 28,532 -- (37,591) --
Repayment of loans -- -- -- --
-------- --------- -------- ---------
NET CASH - FINANCING ACTIVITIES 28,532 -- (37,591) --
NET (DECREASE)/INCREASE IN CASH
AND CASH EQUIVALENTS -- -- -- --
CASH AND CASH EQUIVALENTS -
BEGINNING -- -- -- --
-------- --------- -------- ---------
CASH AND CASH EQUIVALENTS - END -- -- -- --
======== ========= ======== =========
Figures for period to September 30, 1996 are from inception on January 31, 1996.
See Notes to financial statements.
</TABLE>
4
<PAGE>
ATLANTIC INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
(REVISED AND UNAUDITED)
The balance sheet as of September 30, 1997, the statements of
operations for the three months and nine months ended September 30, 1996 and
1997, and the statement of cash flows for the three months and nine months ended
September 30, 1996 and 1997 have been prepared by Registrant without audit in
accordance with generally accepted accounting principles for interim financial
information and the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The accompanying unaudited
interim financial statements include all adjustments (consisting only of those
of a normal recurring nature) which in the opinion of management are necessary
for a fair statement of the results for the interim periods.
It is suggested that these financial statements be read in conjunction
with the financial statements and notes thereto included in Registrant's Form
10-KSB for the year ended December 31, 1996.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION
A Shareholders' deficit of $198,384 existed at June 30, 1997. Of this total
$155,825 derived from the agreement entered into on July 22, 1996 when Little
Prince transferred all of its shares in its wholly owned subsidiary LPPL. Under
the terms of the agreement, in certain circumstances it would be possible for
the shares transferred to revert to the then shareholders of Little Prince at
any time up to July 22, 1997 and therefore, in accordance with the SEC's SAB
topic 5E, the assets and liabilities of LPPL's business remained merged on the
balance sheet of the Company at June 30, 1997 and the gain on the disposal of
LPPL deferred until after July 22, 1997, when completion of the disposition was
anticipated. As expected, the shares referred to above did not revert to the
then shareholders of Little Prince and, accordingly, a surplus of $155,825 arose
on completion of the disposal. As advised by the company's auditors the
accounting treatment adopted in respect of this surplus has been to credit the
surplus directly to the company's paid-in capital on the basis that this surplus
does not reflect the culminations of an earnings process and should not be
included within the company's income statement.
The effect of the above, together with operating costs incurred in the
quarter to September 30, 1997 results in a cumulative deficit on shareholders
funds of $46,631.
RESULTS OF OPERATIONS
Costs in the quarter to September 30, 1997 primarily related to audit,
accounting and legal costs related to the preparation and filing of various
reports required by the SEC.
FUTURE LIQUIDITY AND CAPITAL RESOURCES
The Company remains determined to acquire through the issuance of
additional shares a suitable business or businesses and/or obtain additional
funds through the sale of common stock in public or private transactions.
Pending completion of such a transaction, the Company has no revenue and
accordingly in the short term is dependent on continued loans from a major
shareholder.
Registrant had no material commitments for capital expenditure at
either September 30, 1997 or at December 31, 1996.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed herewith: None
(b) Forms 8-K filed in quarter: None
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ATLANTIC INDUSTRIES, INC.
Dated: November 14, 1997 By /s/ P. N. Chapman
------------------------------------------
P. N. Chapman, Chief Financial Officer,
duly authorized to sign this report on its
behalf
7
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 0
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<CURRENT-LIABILITIES> 46,631
<BONDS> 0
0
0
<COMMON> 1,930
<OTHER-SE> (42,561)
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<SALES> 0
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<OTHER-EXPENSES> 4,072
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<INCOME-PRETAX> 4,072
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,072
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,072
<EPS-PRIMARY> (0.02)
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